Kofi Bruce
ELECTRONIC ARTSAbout Kofi A. Bruce
Kofi A. Bruce (age 54) has served on EA’s Board since 2021. He is Chief Financial Officer of General Mills, Inc., with prior leadership roles in finance, treasury, accounting and controllership over a ~20-year career. He holds a B.A. in International Relations from Stanford University and an MBA from the University of Michigan (Ross). He is an independent director and serves as EA’s Audit Committee Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | Chief Financial Officer | 2020–present | Senior leadership overseeing financial reporting, capital allocation, internal/external audit relationships |
| General Mills, Inc. | Vice President, Finance | 2014–2020 | Finance leadership across Treasury, Accounting, Controllership |
| General Mills, Inc. | Corporate Controller | 2017–2019 | Oversight of financial statement preparation and controls |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | Chief Financial Officer | 2020–present | Operational strategies and risk management experience applicable to consumer-facing global businesses |
| Other public company boards | None | — | No public company directorships; no public boards in past 5 years |
Board Governance
- Committee assignments: Audit Committee (Chair); other standing committees are Compensation and Nominating & Governance (all members independent) .
- Audit Committee composition and meetings: Bruce (Chair), Huber, Simonson; 8 meetings in FY2025; Bruce and Simonson designated “audit committee financial experts” .
- FY2024 Audit Committee meetings: 9 .
- Attendance: In FY2025, all eight directors attended in 86% or more of applicable Board and committee meetings; in FY2024, 92% or more .
- Board meetings: 6 in FY2025; independent directors meet in executive session at regularly scheduled meetings .
- Independence: Board determined all non-employee directors (including Bruce) are independent under Nasdaq rules; committee members meet SEC/Nasdaq independence standards .
Fixed Compensation
| Component | FY2025 Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 60,000 | Standard non-employee director cash retainer |
| Audit Committee Service Fee | 15,000 | Committee membership fee |
| Audit Committee Chair Fee | 15,000 | Chair premium |
| Total Fees Earned/Paid in Cash | 90,000 | Sum of retainer + committee + chair fees |
Performance Compensation
| Item | Details |
|---|---|
| Annual RSU Grant | Grant date fair value ~$259,857; granted upon (re-)election at 2024 annual meeting; priced at $148.83 on Aug 2, 2024 . RSUs vest in full on first anniversary (or earlier at next annual meeting), subject to continued Board service . |
| Unvested RSUs at FY2025 End | 1,746 units (held by each current non-employee director as of March 29, 2025) . |
| Equity deferral election | Directors may elect to defer RSU settlement to the 5th/10th anniversary of vesting or termination of service . |
| Fees in stock (option mechanism) | Directors who elect to receive fees in stock receive shares valued at 110% of foregone cash via grant and immediate exercise of options; Bruce did not elect stock for FY2025 (Option Awards “—”) . |
| Other benefits | Optional health/dental/vision at director’s own cost; optional cybersecurity services (<$4,000 per participating director in FY2025) . |
| Clawback Policy (program-level) | Company maintains clawback for erroneously awarded incentive-based compensation tied to restatements (SEC/Nasdaq-compliant); equity agreements include forfeiture/recapture for fraud/misconduct . |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Public boards (past 5 years) | None |
| Committee leadership at EA | Audit Committee Chair |
| Potential interlocks | Nominating & Governance Committee annually reviews director time commitments (including primary occupation and other boards); reviewed with no issues noted . Compensation Committee interlocks: none disclosed for FY2025 . |
Expertise & Qualifications
- Financial strategy, risk management, capital allocation, and audit oversight skills as a sitting public company CFO .
- Designated “audit committee financial expert” by EA’s Board .
- Experience overseeing internal audit, tax/treasury, cybersecurity/privacy risk oversight from Audit Committee remit .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned | 6,000 |
| Right to acquire (within 60 days of June 17, 2025) | 1,746 (RSUs/options expected to vest/become exercisable) |
| % of shares outstanding | Less than 1% (EA total shares outstanding 251,271,874 as of June 17, 2025) |
| Director stock ownership requirement | Within five years, own shares valued at least equal to five years’ annual Board retainer; all directors had fulfilled requirements as of FY2025 end |
| Hedging/pledging policy | Directors and Section 16 officers prohibited from hedging or pledging EA stock; no margin purchases or derivatives trading |
Governance Assessment
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Strengths
- Independence and audit rigor: Independent director serving as Audit Chair with “financial expert” designation; Audit Committee charter updated May 2025; oversight of ERM, tax/treasury, internal audit, cybersecurity, and auditor independence; recommended inclusion of FY2025 audited financials and approved KPMG for FY2026 .
- Alignment via ownership: Director ownership guidelines (5× annual retainer over 5 years) met by all directors; anti-hedging/anti-pledging policy enhances alignment .
- Engagement/attendance: Robust committee cadence (Audit: 8 meetings FY2025; 9 in FY2024) and Board/committee attendance ≥86% (FY2025) and ≥92% (FY2024) .
- Director compensation structure: Balanced cash ($90k) plus time-based RSUs (~$260k) with optional equity-for-fees at a 110% premium to encourage ownership .
-
Potential risks and conflicts
- External time commitment: Full-time CFO role at General Mills could be a time constraint; however, EA’s Nominating & Governance Committee annually evaluates time commitments and found no issues .
- Related-party transactions: None requiring disclosure since March 31, 2024 (and none since March 31, 2023 in prior proxy), reducing conflict risk .
-
Shareholder sentiment signal
- Say-on-pay (executive) support: 87% approval at 2024 Annual Meeting, supportive of compensation governance framework broadly .
-
RED FLAGS
- None identified: No related-party transactions, no hedging/pledging, no compensation interlocks; attendance thresholds met; independence affirmed .
Notes
- Lead Independent Director: Luis A. Ubiñas (elected by independent directors) .
- Board nominees: Bruce stands for re-election among eight nominees (uncontested election) .
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